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POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF WARRANTY, TORT, PRODUCTS LIABILITY OR OTHERWISE. 16 License Term and Termination. (a) The initial term of this Agreement shall be the Term set forth in Exhibit A and its effective date shall be the date set forth in the first paragraph of this Agreement. This Agreement shall automatically renew for successive one (1) year terms unless terminated in writing by either party. (b) Termination for Cause. Either party may terminate this Agreement, upon thirty (30) days written notice to the other, if a party materially violates any provision of this Agreement and fails to remedy such violation within thirty (30) days after written notice thereof. Failure to pay the fees outlined in this Agreement in a timely manner shall be deemed a material breach. Licensee acknowledges and agrees that ESi may seek equitable relief at any time to remedy a violation or threatened violation of the restrictions set forth herein regarding the use and protection of the Software and Documentation. (c) Termination for Convenience. After expiration of the initial Term, either party may terminate this agreement without cause upon sixty (60) days written notice. (d) Upon termination, Licensee shall immediately destroy the original and all copies of the Software and Documentation, or return them to ESi. If Licensee elects to destroy the Software and Documentation, Licensee shall provide a certificate of destruction to ESi within five (5) business days of the termination date. (e) If Licensee receives Hosting Services from ESi, the following termination provisions also apply upon termination of this Agreement for any reason: (i) Licensee access to Software and Hosting Services shall be suspended, (ii) Licensee shall immediately surrender to ESi any Internet protocol numbers, addresses or ESi-owned domain names assigned to Licensee in connection with the Hosting Services delivered hereunder; (iii) ESi shall copy Licensee data to a portable storage medium and ship to Licensee via couner or other traceable delivery service within ten (10) days of termination date unless other arrangements are requested by Customer within five (5) days of the termination date; (iv) Any and all Licensee data shall be overwritten, erased, encrypted or otherwise rendered unrecognizable upon confirmation from Licensee that Licensee data has been received in machine-readable format; and (v) Any Licensee requesting restoration of Hosting Services post -termination shall pay a S2,400 reinstatement fee and all applicable fees for requested services including data restoration, and shall be liable to pay any outstanding, undisputed amounts due ESi prior to such restoration of services. (vi) In the event of early termination of the Agreement, Licensee may request a rebate for services purchased and not performed. The unit of measure for calculating any rebate shall be weeks and shall be calculating using the following formula: (contract price/52 weeks) x number of weeks of service Customer would have received if the Agreement had been fully performed. In the event that ESi terminates the agreement for cause, ESi Rev 01/13/2014